-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DXrSVuapbH7MBOr7EwpnSQRyK9L5uMIBKczhv+/XRaBRKl4pVdaC1vSZ7376nsni 3Dpu/CR0Jj8MELZDfg/jQw== 0000950123-98-010974.txt : 19981231 0000950123-98-010974.hdr.sgml : 19981231 ACCESSION NUMBER: 0000950123-98-010974 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981230 GROUP MEMBERS: BESTIN LTD GROUP MEMBERS: JEFFREY J STEINER GROUP MEMBERS: PASKE INVESTMENTS LIMITED GROUP MEMBERS: STEINER GROUP LLC GROUP MEMBERS: STINBES LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FAIRCHILD CORP CENTRAL INDEX KEY: 0000009779 STANDARD INDUSTRIAL CLASSIFICATION: BOLTS, NUTS, SCREWS, RIVETS & WASHERS [3452] IRS NUMBER: 340728587 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-34039 FILM NUMBER: 98778036 BUSINESS ADDRESS: STREET 1: 45025 AVIATION DR STREET 2: STE 400 CITY: DULLAS STATE: VA ZIP: 20166 BUSINESS PHONE: 7034785800 MAIL ADDRESS: STREET 1: 45025 AVIATION DRIVE STREET 2: SUITE 400 CITY: DULLES STATE: VA ZIP: 20166 FORMER COMPANY: FORMER CONFORMED NAME: BANNER INDUSTRIES INC /DE/ DATE OF NAME CHANGE: 19901118 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEINER GROUP LLC CENTRAL INDEX KEY: 0001075935 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 134035166 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: THE STEINER GROUP LLC STREET 2: OPPENHEIM LLP 488 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127517700 MAIL ADDRESS: STREET 1: THE STEINER GROUP LLC C/O FAUST RABBACH STREET 2: OPPENHEIM LLP 488 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 AMENDMENT NO. 21 RE: THE FAIRCHILD CORPORATION 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 21) The Fairchild Corporation (Name of Issuer) Class A Common Stock and Class B Common Stock, par value $0.10 per share (Title of Class of Securities) 0066545 10 4 (CUSIP Number) David I. Faust, Esq. Faust, Rabbach & Oppenheim, LLP 488 Madison Avenue New York, New York 10022 (212) 751-7700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 29, 1998 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. Page 1 of 18 pages 2 SCHEDULE 13D 000CUSIP NO. 0066545 10 4 THE STEINER GROUP LLC 15. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 13-4035166 16. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] 17. SEC USE ONLY 18. SOURCE OF FUNDS N/A 19. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 20. CITIZENSHIP OR PLACE OF ORGANIZATION STATE OF DELAWARE, USA 21. SOLE VOTING POWER 3,193,688 CLASS A SHARES NUMBER OF SHARES 2,533,996 CLASS B SHARES BENEFICIALLY 22. SHARED VOTING POWER OWNED BY EACH -0- REPORTING 23. SOLE DISPOSITIVE POWER PERSON 3,193,688 CLASS A SHARES WITH 2,533,996 CLASS B SHARES 24. SHARED DISPOSITIVE POWER -0- 25. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,193,688 CLASS A SHARES 2,533,996 CLASS B SHARES 26. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES Page 2 of 18 pages 3 CERTAIN SHARES [_] 27. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.73% OF CLASS A, 96.54% OF CLASS B 28. TYPE OF REPORTING PERSON CO Page 3 of 18 pages 4 SCHEDULE 13D 000CUSIP NO. 0066545 10 4 PASKE INVESTMENTS LIMITED 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS N/A 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION ISLE OF JERSEY, CHANNEL ISLANDS 7. SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED BY EACH -0- REPORTING PERSON 9. SOLE DISPOSITIVE POWER WITH -0- 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- Page 4 of 18 pages 5 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -0- 14. TYPE OF REPORTING PERSON CO Page 5 of 18 pages 6 SCHEDULE 13D CUSIP NO. 0066545 10 4 JEFFREY J. STEINER 29. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ###-##-#### 30. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] 31. SEC USE ONLY 32. SOURCE OF FUNDS N/A 33. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 34. CITIZENSHIP OR PLACE OF ORGANIZATION AUSTRIA 35. SOLE VOTING POWER NUMBER OF SHARES 145,900 CLASS A SHARES BENEFICIALLY 36. SHARED VOTING POWER OWNED BY EACH -0- REPORTING 37. SOLE DISPOSITIVE POWER PERSON WITH 145,900 CLASS A SHARES 38. SHARED DISPOSITIVE POWER -0- 39. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 145,900 CLASS A SHARES 40. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (25) EXCLUDES Page 6 of 18 pages 7 CERTAIN SHARES [X] 41. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (25) .86% OF CLASS A 42. TYPE OF REPORTING PERSON IN Page 7 of 18 pages 8 SCHEDULE 13D CUSIP NO. 0066545 10 4 BESTIN LTD. 43. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 44. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] 45. SEC USE ONLY 46. SOURCE OF FUNDS N/A 47. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 48. CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS 49. SOLE VOTING POWER NUMBER OF SHARES -0- BENEFICIALLY 50. SHARED VOTING POWER OWNED BY EACH -0- REPORTING 51. SOLE DISPOSITIVE POWER PERSON WITH -0- 52. SHARED DISPOSITIVE POWER -0- 53. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 54. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] Page 8 of 18 pages 9 55. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -0- 56. TYPE OF REPORTING PERSON CO Page 9 of 18 pages 10 SCHEDULE 13D CUSIP NO. 0066545 10 4 STINBES LIMITED 57. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 58. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] 59. SEC USE ONLY 60. SOURCE OF FUNDS N/A 61. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 62. CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS 63. SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY 64. SHARED VOTING POWER OWNED BY EACH -0- REPORTING 65. SOLE DISPOSITIVE POWER PERSON WITH -0- 66. SHARED DISPOSITIVE POWER -0- 67. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 68. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES Page 10 of 18 pages 11 CERTAIN SHARES [_] 69. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -0- 70. TYPE OF REPORTING PERSON CO Page 11 of 18 pages 12 The undersigned, Jeffrey J. Steiner, Paske Investments Limited ("Paske"), Bestin Ltd., Stinbes Limited and The Steiner Group LLC hereby amend the Schedule 13-D filed by Paske Investment Limited and Nedim Sadaka (Mr. Steiner having replaced Mr. Sadaka as a member of the "group" filing this statement, as described in Amendment No. 6 dated July 24, 1986) with respect to the Class A Common Stock, par value $.10 per share (the "Class A Stock"), and the Class B Common Stock, par value $.10 per share (the "Class B Stock"), of The Fairchild Corporation (formerly Banner Industries, Inc.), a Delaware corporation ("Issuer"), as follows: Item 2. Identity and Background The Steiner Group LLC is a newly formed Delaware limited liability company. Jeffrey J. Steiner is its sole manager. The members are Jeffrey J. Steiner (with a 20% membership interest) and The Jeffrey Steiner Family Trust (with an 80% membership interest). The Jeffrey Steiner Family Trust is a trust created for the benefit of the issue of Jeffrey J. Steiner. Item 3. Source and Amount of Funds or Other Consideration Effective December 29, 1998, Paske Investments Limited (which is wholly owned by The Friday Trust) transferred, without Page 12 of 18 pages 13 consideration, to Jeffrey J. Steiner and The Jeffrey Steiner Family Trust the 47,300 shares of Class A Common Stock of the Issuer and 2,533,996 shares of Class B Common Stock of the Issuer owned by Stinbes Limited (1,100,000 Class B shares having been and remaining pledged to banks as collateral for loans to Jeffrey Steiner) and the 3,146,388 shares of Class A Common Stock of the Issuer owned by Bestin Ltd.(all of which shares having been and remaining pledged to NationsBank, N.A. together with other personal property as collateral for a line of credit and personal loans to Mr. Steiner). Simultaneously, Jeffrey J. Steiner and The Jeffrey Steiner Family Trust contributed all of said securities to The Steiner Group LLC. Item 5. Interest in Securities of the Issuer. Mr. Steiner owns 145,900 shares of Class A Common Stock of the Issuer. Mr. Steiner also owns as custodian for certain of his children 37,500 shares of Class A Common Stock and 30,000 shares of Class B Common Stock of the Issuer, as to which he disclaims beneficial ownership. The Steiner Group LLC owns (i) 3,193,688 shares of Class A Common Stock of the Issuer (all of which have been pledged to NationsBank, N.A. - see Item 3 above); (ii) 2,533,996 shares of Page 13 of 18 pages 14 Class B Common Stock of the Issuer (1,100,000 of which have been pledged to banks - see Item 3 above); and (iii) Warrants to buy 375,000 shares of Class A or Class B Common Stock of the Issuer. Except as set forth above, no transactions in shares of the Issuer were effected during the past 60 days by Mr. Steiner, Bestin S.A., Bestin FC, Bestin Ltd., Stinbes Limited, The Steiner Group LLC or The Jeffrey Steiner Family Trust. Item 7. Exhibits Joint Filing Agreement - Exhibit A Page 14 of 18 pages 15 SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement by or about it or him is true, complete and correct. BESTIN LTD. Date: December 29, 1998 By: /s/ David I. Faust ---------------------------------------- David I. Faust Vice President STINBES LIMITED Date: December 29, 1998 By: /s/ David I. Faust ---------------------------------------- David I. Faust Vice President PASKE INVESTMENTS LIMITED Date: December 29, 1998 By: /s/ Idris Wynne Harding ---------------------------------------- Idris Wynne Harding Director JEFFREY J. STEINER Date: December 29, 1998 By: /s/ David I. Faust ---------------------------------------- JEFFREY J. STEINER by his attorney-in-fact David I. Faust Page 15 of 18 pages 16 THE STEINER GROUP LLC Date: December 29, 1998 By: /s/ David I. Faust ---------------------------------------- JEFFREY J. STEINER, MANAGER BY DAVID I. FAUST, HIS ATTORNEY-IN-FACT Page 16 of 18 pages EX-99.B 2 JOINT FILING AGREEMENT 1 EXHIBIT A JOINT FILING AGREEMENT IN ACCORDANCE WITH RULE 13-d-1(f) UNDER THE SECURITIES EXCHANGE ACT OF 1934, THE PERSONS NAMED BELOW AGREE TO THE JOINT FILING ON BEHALF OF EACH OF THEM OF A STATEMENT ON SCHEDULE 13-D (INCLUDING AMENDMENTS THERETO) WITH RESPECT TO THE COMMON STOCK OF THE FAIRCHILD CORPORATION (FORMERLY, BANNER INDUSTRIES, INC.) AND FURTHER AGREE THAT THIS JOINT FILING AGREEMENT BE INCLUDED AS AN EXHIBIT TO SUCH JOINT FILINGS. IN EVIDENCE THEREOF, THE UNDERSIGNED, BEING DULY AUTHORIZED, HEREBY EXECUTE THIS AGREEMENT THIS 29th DAY OF DECEMBER 1998. BESTIN LTD. Date: December 29, 1998 By: /s/ David I. Faust ---------------------------------------- DAVID I. FAUST VICE PRESIDENT STINBES LIMITED Date: December 29, 1998 By: /s/ David I. Faust ---------------------------------------- DAVID I. FAUST VICE PRESIDENT PASKE INVESTMENTS LIMITED Date: December 29, 1998 By: /s/ Idris Wynne Harding ---------------------------------------- Idris Wynne Harding DIRECTOR Page 17 of 18 pages 2 JEFFREY J. STEINER Date: December 29, 1998 By: /s/ David I. Faust ---------------------------------------- JEFFREY J. STEINER BY DAVID I. FAUST, HIS ATTORNEY-IN-FACT THE STEINER GROUP LLC Date: December 29, 1998 By: /s/ David I. Faust ---------------------------------------- JEFFREY J. STEINER, MANAGER BY DAVID I. FAUST, HIS ATTORNEY-IN-FACT Page 18 of 18 pages -----END PRIVACY-ENHANCED MESSAGE-----